The URL can be used to link to this page

Home My WebLink AboutC16-226 WE-cycle Summit Vista Site,l INCROACHMANT AGREEMNNT BETWEEN SAGLE COUNTY AFID Wf,-cycle FOR BI}(g SHARS STATION AT TTIE SUMIVITT VISTA SITE TIII$ ENCROACHMBNT AGRBEIUBNT (hereinafter'oEncroachment Agreement" or "Agreement") made as nf this Tltt d*y af f,.y^t€ ,?016 betwe*n E*gle Counry, Coloiado ("Coung") and Wl-cycle, s Colo rada nonprofi t ccrparation (hereinafler "Licensee"). WITNE$SETH: WHgRgAlin Licensec is a nonprofit organization that maintains and operates a series of bike-share stations within the Roaring Fork Vallcy as the "first/lsst mite" connection to the transit corridor and es a forrn of pedal porvered mobility lor in snd around to$in transportation; and WHEREA$, Licensee desires to place a WE-cycle bike share station on Eagle County propery*, ar the locstion identified in Exhibit A {the "Encroachment Area")" to provide Ergle County residnnts with access to the WE-cycle bike-sherc system; and WHERAAS, Caunfy ha.s agreed to grant to Licensec a temporary, non-exclusive privilege to use the Encroachment Area for the purposc of installing and maintai*ing a public bike-share system, in accordance with, and subject to the terms of this Ag:nement. NOW' THORIFORI. in consideration of thc foregoing premises and following promises, County and Licensec agree Bs follerrvs: l. Crant of License. County hereby grants and conve)rs to Liccnsee a temporary, non-cxclusive license Io use the f;ncroachment Area for the purpase of installation and maintenance of a WE-cycle bikc-share $tation for public use (the "License'J. 2. Limitotions and Conditions. The Licens* shall bc subject to existing easements. righ* of way and other canditisns, covennnlr or rcstrictions of recard. The License granted by rlris Agreement is non-exclusive and Counfy reserves the right to use ior itself and to granl for others rights-of-way over, under, across or thraugh the H,ncroachment Area herein granted. 3. lnshallation and Main{cnance. The bike-share station equipment shall be deemed and remain the personal properly of Licensee. Constructlon, including installation, replaccmcnt of or significnnt alterations to the bike-sharc station will be the sole responsibility of Licensee" No construction shall be comrnenced until approved in writing by County. Licensee agrees lo be responsible for all ongoing nece$sary repair and maintenance associated wiih the use of the Encroachment Area as a bike-share station and to keep the Encroachment Area reasonable safe for public use. Licensee agrees to repair any damage that may be caused to county property during construction or maintenance. 4. Tenn. Tlris Agreement shallcommence as of the date CIf this Agreement anrl shall continue unril terminated in acc*rdance rvith the provisions of this Agreement. 5" Insurcnce. Licensee agrses to provide and mainlain at Licensee's sole cosl and expense, the following insurance coverage with limits of linbility not less than those slated below: n- Tvnes *flnsrance C16-226 i. Workers' Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injuty and property damage liability insurance, including coverage for owned, hired, and non-owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occrrrrence and $1,000,000 aggregate limits. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit B. ii. Licensee's certificates of insurance shall include subcontractors, if any as additional insureds under its policies or Licensee shall furnish to County separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or termination hereof. iv. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental lmmunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected offrcials, employees, agents and volunteers. v. Licensee is not entitled to workers' compensation benefits except as provided by the Licensee, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Licensee or some other entity. The Licensee is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 6. Indemnification. Licensee shall, to the fullest extent permitted by law, indemni$ and hold harmless County and any of its offices, agents and employees against any losses, claims, damages or liabilities for which County or any of its officers, agents, or employees may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, the Encroachment Area, or are based upon any performance or nonperfofinance by Licensee hereunder; and Licensee shall reimburse County for any and all legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of Licensee. This paragraph shall survive expiration or termination hereof. 7. Termination. Notwithstanding anything herein to the contrary, County, in its sole discretion, reserves the right to terminate this Agreement or revoke the License and/or to require Licensee to remove or relocate the bike-share station at the sole expense of Licensee upon thirty (30) days written notice by County. In the event that in the County's sole discretion, Licensee ceases to use the Encroachment Area in accordance with the terms of this Agreement or otherwise fails to comply with any and all of the terms of this Agreement, this Agreement and License may be terminated upon ten (10) days written notice by County. Upon notice of termination of this Agreement and/or the License by County, the bike-share station shall be removed and/or relocated at the sole expense of Licensee, and the Encroachment Area restored to its original condition, or as close thereto as possible. If the bike-share station is not timely removed or relocated upon termination or in response to Eagle County's request and the Encroachment Area is not restored within the allowed time period, County may do so at the County's expense, which expense shall be promptly reimbursed by Licensee. 8. Enforcement Remedies. County and Licensee agree that this Agreement may be enforced for specific performance, injunctive, or other appropriate relief, including damages, as may be available according to the laws and statutes of the State of Colorado. It is specifically understood that by executing this Agreement both County and Licensee commit themselves to perform pursuant to these terms contained herein. 9. No Vested Right. Notwithstanding any expenditure of money, time, and/or labor by Licensee on or within the Encroachment Area, this Agreement shall be in no event construed to create any interest or any vested right in favor of Licensee to the Encroachment Area other than expressly stated herein. Licensee acknowledges that the County may in its sole discretion and convenience require the removal or relocation of the bike-share station, and therefore any money, time and/or labor expended by Licensee is at Licensee's sole risk. In the event of termination of this Agreement, Licensee shall not entitled to receive compensation or reimbursement for any costs and expenses incurred in any way arising from this Agreement or relating to the construction, installation, maintenance or removal of the bike-sharing station in the Encroachment Area, nor monetary damages of any kind. 10. Compliance with the Law. Licensee shall adhere to and comply with all ordinances, laws, rules and regulations that may pertain or apply to the Encroachment Area and the Licensee's use thereof. License agrees and warrants that is has procured or will procure any licenses, permits, or like permission required by law, if any, to conduct or engage in use of the Encroachment Area and that Licensee will keep the same up to date during the term of this Agreement. 11. Miscellaneous. a. Jurisdiction, Venue and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be govemed by the laws of the State of Colorado. b. Assignment. The Agreement and the obligations herein may not be assigned without the express written consent of the County. Any attempt to assign this Agreement without such consent shall be void. c. This Agreement shall be binding on the parties hereto and their respective successors and permitted assigns. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. d. No Third Party Beneficiary. Nothing herein expressed or implied is intended or should be construed to confer or give to any person or entity other than County or Licensee and their respective successors and assigns, any right, remedy or claim under or by reason hereof of by reason of any covenant or condition herein contained. e. If any portion of this Agreement is held invalid or unenforceable for any reason by a court of competent jurisdiction, such portion shall be deemed severable and its invalidity or its unenforceability shall not affect the remaining provisions; such remaining provision shall be fully severable and this Agreement shall be construed and enforced as if such invalid provision had never been inserted into this Agreement. f. This Agreement may be amended, modified, changed, or terminated in whole or in part only by written agreement duly authorized and executed by both County and Licensee. g. This Agreement represents the full and complete understanding of Eagle County and Licensee and supersedes any prior agreements, discussions, negotiations, representations or understandings of County and Licensee with respect to the subject matter contained herein. The parties hereto agree that neither has made or authorized any agreement with respect to the subject matter of this instrument other than expressly set forth herein, and no oral representation, promise, or consideration different from the terms herein contained shall be binding on either party, or its agents or employees hereto. h. No Joint Venture or Partnership. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master-servant, partnership, joint venfure or any other relationship between County and Licensee. Licensee shall have no authority to bind County. // Remainder of Page Intentionally Lert Bhnk// ATTEST: Y?Y'" STATE OF COUNTY OF Cobrc^oto Q.'l\r.1,^ COUNTY OF EAGLE, STATE OF COLORADO, by and through its BOARD OF COT]NTY COMMISSIONERS ,',fi.Zoa( Q'/-Dan Perl Operations Director, WE-cycle ) ) SS. ) The foregoing instrument was acknowledged before me by Do^nra ?er\ , ttris "L,zot6. JACOB SURFACE NOTARYPUELIC STATE OF COLORADO NOTARY tD 20154049506 coMMlssloN EXPIRES DEC. 31,2019 t6 ffiBy: lvA)c,l , S r h.r tt ri o Clerk to the Board of J@lne McQueeney, C